Qualcomm 2014 Annual Report Download - page 93

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(e) “ Payout Percentage ” means the percentage that corresponds to the TSR Percentile Rank specified
below:
Between the levels specified above, the Payout Percentage is interpolated linearly at a ratio of three-and-one-third (3-1/3) percentage
points for each percentile that the TSR Percentile Rank is greater than the 60th percentile, and two-and-one-half (2-1/2) percentage
points for each percentile that the TSR Percentile Rank is less than the 60th percentile, in each case rounded up to the nearest decimal
point.
(f) “ Performance Period ” means the period specified in the Grant Notice, which begins on the first day of
the first Measurement Period and ends on the last day of the last Measurement Period.
(g) “ TSR ” means total shareholder return as determined by dividing (i) the sum of (A) the Ending Period
Average Price minus the Beginning Period Average Price plus (B) all dividends and other distributions paid on the issuer’s shares
during the Measurement Period by (ii) the Beginning Period Average Price. In calculating TSR, all dividends are assumed to have been
reinvested in shares when paid. The Committee shall have the authority to make appropriate equitable adjustments to account for
extraordinary items affecting a company’s TSR for the relevant Measurement Period.
(h) “ TSR Percentile Rank ” means the Company’s percentile ranking relative to the Nasdaq-100
Companies, based on TSR. TSR Percentile Rank is determined by ordering the Nasdaq-100 Companies (plus the Company if the
Company is not one of the Nasdaq1100 Companies) from highest to lowest based on TSR for the relevant Measurement Period and
counting down from the company with the highest TSR (ranked first) to the Company’s position on the list. If two companies are
ranked equally, the ranking of the next company shall account for the tie, so that if one company is ranked first, and two companies are
tied for second, the next company is ranked fourth. After this ranking, the TSR Percentile Rank will be calculated using the following
formula, rounded to the nearest whole percentile by application of regular rounding:
“ N ” represents the number of Nasdaq-100 Companies for the relevant Measurement Period (plus the Company if the Company is not
one of the Nasdaq-100 Companies for that Measurement Period).
“ R ” represents the Company’s ranking among the Nasdaq-100 Companies (plus the Company if the Company is not one of the
Nasdaq-100 Companies for the relevant Measurement Period).
For example, if there are 100 Nasdaq-100 Companies (including the Company), and the Company ranked 40th, the TSR Percentile
Rank would be at the 60th percentile:
60 = (100 - 40)/100 * 100.
2.3 Limitation on Amount of Payment. Notwithstanding anything in this Agreement to the contrary, if the Company’
s TSR
is negative for the Performance Period, then the maximum number of shares of Stock that shall be issued to you by the Company on the date
specified in Section 2.1 will be equal to the Number of Performance Stock Units specified in the Grant Notice. Likewise, if your Service
terminates in the first Measurement Period under the circumstances specified in Section 2.4 and the Company’s TSR is negative for that
Measurement Period, then the maximum number of shares of Stock
3
TSR Percentile Rank Payout Percentage
90th percentile and above 200%
75th percentile 150%
60th percentile 100% (Target)
50th percentile 75%
33rd percentile 33%
Below 33rd percentile 0%
TSR Percentile Rank =
( N - R ) * 100
N